SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 9, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-27927
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43-1857213
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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12405 Powerscourt Drive
St. Louis, Missouri
63131
(Address of principal executive
offices including zip code)
(314) 965-0555
(Registrant's telephone number,
including area code)
Not
Applicable
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
ITEM
8.01 OTHER EVENTS.
Effective
December 9, 2008, Nathaniel A. Davis resigned as a member of the Board of
Directors (the "Board") of Charter Communications, Inc. (the "Company") and as a
member of the Audit Committee of the Board. On December 10,
2008, the Board elected director John H. Tory to the Audit Committee to replace
Mr. Davis, giving the Audit Committee three independent members in compliance
with NASDAQ rules. On December 11, 2008, the Company notified NASDAQ
of Mr. Davis' resignation and Mr. Tory's appointment.
On December
10, 2008, the Board elected Robert P. May as the chairperson of the Compensation
and Benefits Committee of the Board to replace Marc Nathanson who had previously
resigned from the Board.
Also, on
December 10, 2008, the Board eliminated the vacancies created by the
resignations of Messrs. Davis and Nathanson by reducing the number of Board
members from eleven to nine.
Attached as
Exhibit 99.1 is a copy of the press release announcing Mr. Davis'
resignation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02.
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Exhibit
Number
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Description
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99.1*
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Press release announcing Nathaniel A. Davis' resignation as a director of Charter Communications, Inc. |
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: December
11, 2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1*
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Press release announcing Nathaniel A. Davis' resignation as a director of Charter Communications, Inc. |
* filed
herewith